Facing the Future
by Singlet-Free
Summary: Felicity and Ben start sophomore year and become a couple. I use most of the plots from the show but no break up. I am not connected with this show in any way and I promise to return the characters in good condition.
1. Default Chapter

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FACING THE FUTURE

Chapter 1

Dear Sally, Well I just got into my new dorm room and I thought I'd send you a tape before I got settled. I know it's hard to believe but I think I'm more nervous now than I was last year at this time when I turned my whole world upside down to follow Ben to New York City. I keep wondering what it is going to be like to see Ben and Noel, Elena and Julie after what happened last year. I know you kept telling me all summer not to worry because I was only following my heart but I just feel like what I did affected so many people I love. Oh well, I guess I'll find out soon enough.

I already had one shock since I've been back. Remember how I kept bragging that I was going to have a single room because I was a RA, well things have changed. I found out that they discovered asbestos in one of the dorms and closed it down until it's cleaned up. So with the housing crunch I have a roommate again and you'll never guess who it is. Meghan Rotundi, the same weird person from last year. I don't think I can take another year of living with her so before I unpack I think I'll go to the housing office and see if I can get a room change.

I'm really anxious to hear from you so send a tape soon. Love, Felicity.

* * *

"You can put in for a room change but I wouldn't count on it because of this terrible housing situation," the clerk said sympathetically as he handed Felicity a form.

"Thanks anyway. I just thought I'd try," Felicity mumbled as she looked over the form.

"Can I help you?" the clerk questioned someone standing in the doorway. Felicity turned quickly when she heard a familiar voice answer, "I guess not. I was going to ask the same question." and saw Julie standing there. The two girls stood motionless for several seconds staring at each other until without a word Julie turned slowly and walked away. Felicity bit her lip to hold back the tears she could feel coming to her eyes as she saw her friend leave without speaking.

Felicity heaved a small sigh as she gathered her belongings and went into the hallway setting down on a bench to begin filling out the request form. She glanced up just in time to see Ben come around the corner of the hallway. He hesitated briefly and then walked slowly toward her. Felicity's heart was racing in anticipation as Ben approached. When he reached where she was sitting she rose to face him. There was an instant of uncertainty and then Ben leaned in to kiss her softly. When the kiss ended they both smiled shyly until Ben broke the silence, "It's good to see you." Felicity's face broke into a wide smile. Their arms went around each other and their lips met with a mutual hunger. They were clinging to each other both breathless when Felicity felt Ben's body tense. She pulled back slightly and turned to see Noel standing in the hallway watching them with a look of bewilderment on his face. An uncertain smile from Felicity was returned with a look of disgust as Noel moved away without speaking.

"I'm sorry about that," Ben said when he saw the look of hurt on Felicity's face.

"I just didn't… I just wish I hadn't hurt Noel."

"I know but I think it will be alright once he has some time to think about things."

"I hope you're right but I don't know…" A shudder went through Felicity's body and Ben pulled her tighter into his arms. She buried her face in his chest until she finally seemed to relax.

Ben pulled back slightly and smiled. "I was hoping I'd see you today. I actually came here looking for you."

"You were looking for me?" Felicity asked in a surprised voice.

Ben chuckled and shook his head yes. "I didn't know where you were staying and I thought I'd come to the housing office and find out." Felicity just stared too excited and happy to speak. "I mean we haven't talked since the end of the road trip," Ben continued as they sat down on the bench.

"I know," Felicity said a little breathlessly. "I got your postcards from Mexico but I didn't have your address so I couldn't write you back."

"Well we have some catching up to do and I hope we can pick up where we left off," Ben teased which caused Felicity to blush remembering how close they had become on the trip. "Where are you staying?"

Felicity explained that she was staying at Kelvin Hall and that Meghan was her roommate again this year. "That's why I'm here. I was hoping to get a room change but it looks like I'm stuck with her for another year."

"Why don't we go to the loft? I don't think Sean's there and we can talk in private."

"Okay but I don't have much time. I still have to go to Dean & Deluca and get my schedule and then we have a floor meeting at 4:30."

"You know I still have to get my schedule at Dean & Deluca too so why don't we do that first. Then we can go back to the loft."

"Okay but remember I have to get to the floor meeting on time. Meghan will kill me if I'm late," Felicity stated as she got up and gathered her things off of the bench.

"I promise I'll get you to that meeting on time after we've had a proper hello," Ben teased as they walked down the hall.

* * *

"I think Javier was a little disappointed that you went with me last summer," Ben was saying as they entered the loft.

"That's just because I think he wants you for himself," Felicity joked.

Ben laughed softly as he turned and took her things out of her arms placing them on the counter. "You know it doesn't matter what anyone else wants. It only matters what you want." He reached over and pulled her into his arms encircling her small frame. She raised her head to look into his face expectantly. He took her face in his hands and said in a husky voice, "I really missed you."

"I'm glad," Felicity murmured as she put her arms around his neck and began to kiss him passionately. When their lips met it was like they had never been apart. As their kisses deepened Felicity felt Ben's tongue searching her mouth and her tongue met his hungrily. Felicity began to slowly pull them backward until she felt the back of her legs touch the couch. She let herself fall backward pulling Ben with her until he was lying on top of her. She ran her hands down his back as he began to kiss her neck and then move his mouth slowly down to the hollow of her throat. It was like she couldn't get enough of the feel of him. Everything about him excited her and she could tell she was having the same effect on him. She realized that Ben's hand had slipped under her short top and was exploring the warm skin of her rib cage moving slowly upward toward her breast which sent a shudder of anticipation through her.

Suddenly they became aware of Sean standing in the doorway clearing his throat to get their attention. Ben sat up trying to block Felicity from Sean's view as she hastily tried to straighten out her clothes. "Sorry for the interruption," Sean mumbled as he walked across the room to deposit a box on the counter.

"I didn't think you'd be home so soon," Ben said as he reached down and helped Felicity to her feet. "Hi," she murmured in a timid voice.

"I just came back to the loft to get some more freshman packets. I had a good day today with these babies," Sean said over his shoulder as he began to put together more packets.

Felicity picked up her book bag and began to head for the door. "Well I better be going,"

"Give me a minute and I'll walk you back to the dorm."

"Hey Ben, I really need to talk to you about something when you got a few minutes," Sean said with an urgent tone in his voice.

"Listen, you don't have to walk me back to the dorm. Stay here and talk to Sean. I've got that floor meeting and I don't know how long it's going to last," Felicity said.

Ben walked over to the door and kissed her lightly on the lips. "Alright, I'll call you later and maybe we can do something if you want to."

"I'd like that. Bye, Sean," Felicity called over her shoulder as the door closed.

Ben walked over to the cooler and got a bottle of water. "Okay what's so important."

"I didn't know you were seeing Felicity," Sean said with a question in his tone.

"Yeah, I think we're going to start dating. Why is that a problem?"

"Well it might be. What I wanted to tell you is that Julie is going to be staying here for a while."

"Julie is going to be living here? Why?"

"Well I ran into her on the street outside the administration building and we got to talking. She's got this room situation with two cheerleaders that are driving her crazy and can't get a room change so I asked her if she wanted to stay here for a while. I didn't know that Felicity was going to be around."

"And Julie was alright with moving in here?"

"Yeah, she ah…, she said what happened between you two was a long time ago. So is it going to be a problem for you?"

"Really I don't mind but don't you think she's going to be uncomfortable. I mean I don't know if she's even talking to Felicity."

"Hey, what about you and Felicity? Do you really think you should be dating someone like that?"

"What do you mean by that crack?"

"Wait a minute. Don't get mad. I'm not saying anything against Felicity. I like her. You're the one I'm talking about." Ben started to protest but Sean went on before he could say anything. "Don't you think Felicity is a little too serious for you. You're young and you don't want to settle down but Felicity is not someone who just wants to have a good time. With her it's for keeps."

"I like her and I want to spend time with her."

"I'm not talking about you. I'm talking about Felicity. I don't want to see her get hurt."

"How am I going to hurt her?"

"You gotta remember she came to New York for you. Man, she's in love with you. She always has been."

"Sean, I think you're getting ahead of yourself. Felicity and I are just starting to date. We're both just trying to see where this thing is going."

"I think you're kidding yourself. Felicity already knows where she wants this thing to go and she's going to get hurt if you don't feel the same way. Just think about what I said before it goes too far." Sean picked up the box he was working on and headed out the door before Ben could say anything else.

Ben stood staring at the closed door for several seconds before he threw himself onto the sofa and closed his eyes. He listened to the sounds of the traffic outside trying to shut out Sean's words without success. All of his thoughts came back to Felicity. What if Sean were right? What if he hurt her? He couldn't stand the thought of that. But then how did he really feel about her and how deep did those feelings go?

He smiled when he thought about the day she showed up at the loft to go on the road trip with him. He remembered how he felt when he saw her get out of the cab. How his heart actually started racing he was so happy. He had been so worried that she would go with Noel. God, what if she had. He didn't even want to think about it. And the road trip had been so amazing. They talked about everything and it seemed like all they did was laugh. Even the smallest thing he did with her was like an adventure that he could look back on and treasure. He thought about spending those nights with her so close that he could feel the heat from her body through the thin sheets. He remembered her scent which was always so soft and clean. Everything about her excited him; her laugh, the way she would wrinkle up her face when she was concentrating on something, her touch. And just the way he would notice her looking at him would make him catch his breath. The more he thought about everything the more he began to think that maybe Sean was right. He knew in his heart that Felicity really cared for him and would never deliberately hurt him but was that enough. Would he be the one to hurt her?

His mind wandered back to his mom and dad. He knew that they had been happy and in love at the beginning but all that had changed. How did that go wrong? Was love enough? He knew part of it was the alcohol but was that the whole story. Was there something else, maybe something he could have inherited from his father. Look at what happened with Julie. He really liked Julie and never wanted to hurt her but look how he messed that up. He couldn't stand it if he ever hurt Felicity like that. The longer he lay there the more confused he got. Finally he sat up with a deep sigh. He knew nothing had been resolved in his mind except one thing. He couldn't stop seeing Felicity. Because whatever this thing was between them it was too strong to just let it drop. He made a silent promise to himself to try his best to never hurt or disappoint her and hoped with all his heart that he could keep that promise.


	2. Chapter 2

Chapter 2

"Julie's moving into the loft?" Felicity whispered repeating Ben's words in disbelief.

"Yeah, uh... I, I couldn't believe it either when Sean told me," Ben stuttered.

"How... How do you feel about it?"

"I don't care," Ben said flatly.

"Of course you care. I mean after what happened last year don't you think it's going to be strange having her live there?"

"I really don't care. I mean, I know… Uh, I know it's going to be awkward at first but I, I just don't think it's gonna to be a problem."

"I guess you're right but I don't know it's just... weird."

"Felicity, really it's going to be alright." Ben reached across the table and took her hand. "Listen, I don't want you to be worried about this. Julie moving in really doesn't mean anything. It doesn't."

Felicity smiled shyly as she felt Ben's grip tighten on her hand to reassure her. "Well I guess we both got unexpected roommates this year didn't we," Felicity teased to lighten the moment.

"Yeah, that's right. How are you making out with the devil woman of the underworld? She been giving you a hard time?"

"Meghan hasn't changed a bit. I think her mission in life is to embarrass me every chance she gets."

"What did she do this time?"

"I told you we were sharing the RA duties this year." Ben nodded as the waiter brought their dinner and they began to eat. "So at the first floor meeting this afternoon in front of everyone she announces that I only had sex one time and that I didn't even know the guy.

Can you believe her?" Ben had just taken a bite and began to choke as he tried to hold back a laugh. "Are you okay?" Felicity asked with concern.

Ben took a sip of water and shook his head 'yes'. "So what else did she do?"

"Then when I confronted her about telling my sexual history to a bunch of strangers, do you know what she had the nerve to say?" Before Ben could answer Felicity plunged ahead. "She has the nerve to ask if one is a history. Can you believe her? I don't know how I'm ever going to make it through this year." Felicity expelled a deep sigh and grabbed her wine and drank it down in one gulp

"Well there is one thing you can do?"

"What's that? I'm desperate. I'll try anything," Felicity looked at him hopefully.

"Well we could do something about your sexual history." Ben grinned sheepishly as Felicity's fork stopped on the way to her mouth and she looked at him in surprise. "I mean we could increase the number up to two and since you know me pretty well we could take care of that little thing too."

Felicity began to giggle as a blush spread across her cheeks. "Thank you for the offer."

"I'm just trying to be helpful."

"My hero." Felicity leaned across the small table and kissed him lightly on the forehead."

"I was hoping for a little more than that but I'll take what I can get." They both started laughing causing the other diners to smile at the sight of the happy couple who were so obviously in love.

HR

"Watch it your getting it all over me," Felicity squealed as she tried to lick up the rapidly melting ice cream from the cone that Ben was holding out to her.

"That's what you get for not getting your own and swiping mine."

"Don't be so selfish. Besides I only wanted a little taste," Felicity giggled as she bit into the cone causing the ice cream to trickle down his hand.

"Little taste! You've eaten half of it. At this rate I'm going to be skin and bones by swim season."

"You're such a baby. Look out it's dripping on your shirt! Come here let me get that off before the stain sets in," Felicity said taking his arm and pulling him toward the drinking fountain. He stood patiently watching as she wet her handkerchief and rubbed the stain until she was satisfied. "There now you look presentable again," she beamed up at him.

"Thank you but you know that was all your fault."

"My fault? How was it my fault? You're the one that can't even eat an ice cream cone without getting it all over himself. It was just like that time at the roadside diner in Oklahoma City when you got steak sauce all over your pants."

"That's just because you were eating out of my plate again. Remember you weren't hungry and only ordered a salad and then you decided to eat half of my steak. I had to protect myself from that wicked fork of yours." They were both laughing as they walked over to a bench and sat down.

"Well I'm not the only one. What about that time we got Chinese outside of Albuquerque and took it back to the motel. You got soy sauce all over me because you couldn't wait until I got a few bites out of the container before you had to get your chopsticks in it."

"Well you might remember Chinese food at that motel but that's not what I remember when I think about that night," Ben said with a smirk. Felicity glanced up at him and then quickly looked down. She could feel a blush spreading across her cheeks as memories of that night flashed through her mind. Ben reached over and slowly raised her face to give her a quick kiss. Then he turned her around and placed his arms around her. They sat quietly watching the others in the park each lost in their memories of that magical night.

The whole day had been amazing. They had spent the night before in Santa Rosa and they were getting a late start that morning. After breakfast they had decided to wash the car before getting back on the highway. Felicity smiled to herself as she remembered the look on Ben's face when he got up from washing the tires and she had squirted him with the hose. He had pretended to be mad but then he retaliated by dousing her with water from the bucket. Before they knew it they were both soaking wet and laughing hysterically. When they were finally ready to leave they were held up by a parade of children on the way to their school picnic. Someone in the crowd watching the parade told them about the carnival that was going to be at the picnic grounds and they decided to check it out. Everything had been perfect. They rode on all of the rides and played the games along the boardwalk. Ben won her a little stuffed monkey which she named Rosa after the city. It was after 3:00 PM before they decided it was time to get back on the road. They took turns and drove until they reached the outskirts of Albuquerque.

When Ben got them the motel room he asked the clerk if there were any restaurants still open. He was told that there was a Chinese restaurant just down the road but that he better hurry because it closed in half an hour. While Felicity took a shower Ben went and got the food. When he got back to the room they spread a blanket on the floor and had started eating. They talked and laughed as they reminisced about the day. Since they had eaten at the picnic neither was hungry at dinner time and now they were starving. They had both reached into the Kung Pao chicken at the same time and Ben's chopstick accidentally flipped a piece onto Felicity's clean t-shirt leaving a large stain. Felicity told him that he was going to pay for that. "You just wait. When you least expect it, you're going to get it," she warned. Ben had just winked and said, "I sure hope so."

After they had eaten and gotten rid of the empty cartons, Ben went to take a shower. When he came out of the bathroom he found Felicity sitting on the foot of the bed watching the news on TV and brushing her hair. "I just heard the weather report and they are talking about rain for tomorrow," she reported. When Ben didn't say anything she looked up to find him still standing in the doorway staring at her. "What?"

"God, you are so beautiful," he whispered and began to slowly walk toward the bed until he stood in front of her. He reached out and gently took her face in his hands. He tilted her head back and leaned over to kiss her passionately. Her arms went instinctively around his neck and they fell back onto the bed. His tongue slid into her waiting mouth and she responded with her whole body. When the kiss finally ended they were both breathless. Ben shifted slightly and moved over to explore her neck and ear. Felicity began to run her tongue down chest and when she touched his nipple his body shivered which brought a smile of satisfaction to her lips as she realized that he had moaned her name out loud. Their hands began to explore each other's body and with each touch Felicity felt that she was on fire. She ran her hands down his muscular back to his butt where she gripped him tightly. Ben began to massage her breast through the thin t-shirt and he could feel the nipple harden beneath his touch. He reached down and pulled the shirt up exposing the waiting flesh. Felicity's breath caught in her throat as his mouth latched on to her breast and she could feel his tongue circle the harden nipple. Her hands ran through his short hair as she closed her eyes in delight. She never wanted this to stop but when she felt his hand slip underneath the waistband of her shorts she tensed slightly. Ben sensed a change in her and asked softly, "Do you want to stop?"

"No. I don't… I don't want... Maybe, maybe we should. I mean..," Felicity stammered.

"Shhhh," Ben whispered as he pulled her top down to cover her breasts and folded her in his arms.

"I'm sorry. I don't know what's wrong with me," she mumbled burying her face into his chest. "I want to. You know I do but…"

"Listen, don't worry about it. We'll both know when the time is right. I just want you to know that I think you are amazing and I would never want you to do anything you're not comfortable with just because I want to. Do you know what I mean?" "Thank you," was all she said. He pulled her tighter in his embrace until they were both asleep.

Felicity became pensive as she thought back to that night. "Are you sorry that we never slept together on the road trip?" she asked quietly.

"What do you mean, we slept in the same bed practically every night," Ben teased.

Felicity moved out of his arms and turned to look up into in his face. "I'm being serious. Do you wish we had slept together?"

Ben pulled her back into his arms. "How am I supposed to answer that? I mean, of course I wanted to be with you. God, you know that better than anybody but you weren't ready and so it was okay. Why, are you sorry?"

Felicity hesitated for a second before she whispered, "Sometimes. I just… I just wish I hadn't been so afraid."

"You were afraid of me? Felicity, I would never….,"

"No! No, not of you. Never you," she interrupted throwing her arms around his neck and holding him tighter

"Then what are you talking about? What were you so afraid of?"

She sat for several minutes just trying to get her thoughts in order before she continued. "I don't even know how to explain it. I guess I was afraid of making another mistake and hurting more people that I love."

"Do you think going with me was a mistake?"

Felicity reached up and touched his cheek and shook her head. "No I don't think it was a mistake. I just wish it hadn't been so complicated."

Ben sighed deeply and looked out over the field at the people walking through the park. "Yeah, I know what you mean."

"I just wish I would have done things differently and been more honest with Julie and Noel. Do you think they'll ever forgive us?"

"I don't know but I hope so."

Felicity settled back into his arms with her head resting on his chest. "It's just awful when I think of how I hurt both of them and that I may never be able to get their friendship back. I guess that's one of the reasons I was so afraid. I made so many mistakes last year that I was afraid of making another one with you." Ben started to interrupt her but she didn't seem to hear him so he just sat back quietly and let her express her feelings.

"I was trying so hard to resist you because I didn't want the trip to be just about sex. I wanted it to be about finding out about each other. I wanted it to mean something. I know you think I put too much faith in meaning but to me that's really important. Whatever is between us is important to me and has to mean something. I think… I mean, I thought that if we had sex on the trip that it would not be about caring for each other but would be more about the physical aspect. I know that I wanted you and to be with you. I wanted you to touch me. To make love to me. But I wanted it to mean more than it would have with anyone else. I wanted it to be for the right reasons. I know that I'm a romantic and sometimes I over think things but this seemed so important at the time." Her voice trailed off as she seemed to be become lost in her own world of thoughts.

"I'm, I'm… I'm sorry if I was pushing you too hard."

"No, you were amazing. I mean you were just perfect. This, this whole thing isn't even about you. It's about me and how it seems I just make a mess out of everything."

"You didn't mess anything up on the trip," Ben protested.

Felicity heaved a deep sigh before she answered. "I don't know if I can explain it but I think I'm always messing things up because I still think like a little girl most of the time. I live in this pretend world where Prince Charming is going to come turn me into this fairy princess and we are going to live happily ever after. Look at how I followed you to New York. I mean you give me one kind word and I change my entire life to follow a dream. And then I did the same thing with Noel. He was good and kind to me and I knew that he really liked me. I was so desperate to have a boy friend that I made up this whole relationship. When I stop and think about it I feel like I used him and his friendship. How could I have been that desperate? And even the whole thing with Eli was me just wanting to be loved. When Noel went off with Hannah I was so hurt. And then I saw you with Julie at Epstein Bar and it was like I didn't have any dreams left. I kept thinking something must be wrong with me that I didn't have anyone. I felt like my whole word was crashing in on me and I just wanted someone to want me. It's like I was using sex to prove something to myself. That I was desirable. That someone wanted me."

"I'm sorry you were hurting so much," Ben whispered. "I wish I would have known."

"No, you couldn't know. I was the one who was trying to live out some fantasy existence." Felicity turned in his arms to face him. "I think that…, that's what I was so afraid of on the road trip."

"I don't understand."

"Well it's like everything before the trip was kinda make believe and then the bubble burst and I had to face reality. I kept thinking that maybe what we were feeling on the trip was all in my imagination too. See I wanted everything to mean something but then I started thinking what if you just wanted to have a summer fling." Ben started to protest but Felicity just shook her head and continued. "I just couldn't let myself be let down like that again. I mean, even when we said goodbye in Palo Alto after the trip I didn't know exactly where things stood between us. What it was going to be like when I saw you this year when school stated. What if you just walked by me. What if you met someone new over the summer? All of these things just kept going on in my mind and I couldn't stop thinking about it. I think that's what was holding me back."

"Felicity, I don't know what to say. I mean I told you that I like you and I meant that. I mean, I don't know where this thing is going between us but I do know one thing for sure, you never were just some summer fling. I wish you had told me what you were thinking maybe I could have helped."

"I wish I had too. I know even now I keep going over it in my mind and I keep wondering if I should have done things differently."

"Listen, I um, I don't really know how to, how to say this because I'm not good at talking about things." Felicity gave him an encouraging smile as he stumbled trying to get the words out. Ben took a deep breath and continued, "But I think if you were having that much trouble deciding then you did the right thing. Does, does that make sense?"

Felicity looked at him with love in her eyes. "That was the perfect thing to say. I thought you said you weren't any good at this."

Ben kissed her quickly on the lips before taking her into his arms and hugging her tightly. "You must be a good influence on me."

Felicity sighed contentedly, "I hope you always think that."

HR

"Hey."

"Hey," Ben returned Sean's greeting as he came through the door of the loft.

"What you been up to?" Sean asked.

"Not too much. Felicity and I just went to eat and then to Bryant Park."

"So you haven't called it off with Felicity yet?"

"Sean, why don't you drop it? I'm not in the mood." Ben sat down on the sofa and put his feet up on the coffee table.

"Listen Ben, I'm just trying to save you some grief. Felicity is not right for you." Ben leaned his head back on the sofa and closed his eyes. "Okay Buddy, I can see you have to find out for yourself so I'm going to stop. But just do me a favor and be careful." Sean got up and started up the stairs. "I think I'm going to call it a night. I'll see you in the morning."

"Nite," Ben mumbled never opening his eyes. As he sat there alone he began going over in his mind everything that had been said that night. It amazed me that Felicity could be so open and honest about her feelings. He had never been able to do that. To talk about things that were really important to him or that bothered him. He smiled when he remembered the first time Felicity had opened up like that and told him why she came to New York. He still couldn't believe that she followed him like that or even that she told him about it. And then when she had come to the loft after he told her he wanted to date Julie that had been the biggest shock of all. How could she could put herself out there for the whole world to see? He really admired her for being able to do that but it was kind of scary in a way. He knew that she wanted him to be able to open up like that but something always held him back. They had talked a lot on the trip and he had opened up to her, more than he had with anyone else, but there was still a lot he never talked about. Maybe Sean was right. Maybe Felicity wasn't the one for him or maybe it was that he wasn't right for Felicity. What if he couldn't live up to her expectations? He thought back to the time she rewrote his essay. When he first found out he was so mad at her. But the more he thought about it he was really madder at himself. What if he just wasn't smart enough for her? Felicity was always a good student while he had just gotten by. He never considered himself dumb but he never thought he was in her league. Would she start to think that he couldn't keep up with her? He hadn't even decided on a major yet. Sometimes he couldn't even figure out why he was in college or what the hell he was going to do with the rest of his life. Like Sean said Felicity knows exactly what she wants and goes after it and he couldn't even figure out the next week. Maybe Felicity did belong with somebody like Noel, somebody with a future. It suddenly occurred to him that he was thinking about Felicity and the future. He wasn't just thinking about what to do now but having her in his life for a long time. When did that happen?

Ben got up off of the sofa and walked into his room. He went to the desk and took the pictures from the summer road trip that Felicity had given him out of the drawer. As he looked down at Felicity's face he began to smile inwardly. It was funny how just her picture had that effect on him. He took her picture over to the bedside table and propped it up against the lamp. As he sat on the bed looking at her smiling face a feeling of determination came over him. Although there were a lot of things that he couldn't figure out about this relationship with Felicity there was one thing that he knew for sure and that was he wanted her in his life. And if it meant changing and working harder he would do that because he wasn't about to let her go.


	3. Chapter 3

Chapter 3

Dear Sally, I know it has only been a few days since I sent you a tape but there is so much going on here that I couldn't wait to tell you all about it. You are going to be surprised that for once my news isn't all about Ben, although I could talk to you all day about him. Things are going great between us. We really seem to be getting closer every day. But not "that close" just in case you are wondering. Any way, we are really talking now. To be honest I'm doing most of the talking but he's listening instead of running away. So that's progress.

I haven't seen Julie since the first day I got back. Her father had a heart attack right after she got back to school and she had to go home to be with her mother. I'm not sure when she will be coming back to school. Things are still terrible with Noel. Did I tell you that he and Elena are sharing an apartment this semester? I went over there to help Elena with her things and when Noel came in it was really uncomfortable. Elena made an excuse and left to give us a chance to talk but Noel couldn't even stand to be in the same room with me. He said that he wishes he would never have to see me again and then walked out. I actually cried as I was walking home because of all of the hurt I saw in his face.

Now for the big news, I dropped pre-med and changed my major to art history. I can't even believe it myself it all happened so fast. You know how much I always loved art but from the beginning, the plan for me was to become a doctor like my father so I was in the pre-med track. And as much as I liked the science courses and was doing well, I always felt there was something missing. Then when I was helping my advisee who is an art major with her schedule I saw all of these amazing art classes in the catalogue. Sally, I just went crazy. I kept trying to fit one of the classes in my schedule but I couldn't and I was getting more frustrated by the minute. The closer I looked into each one of the classes the more I realized that I was really more interested and excited by art than medicine. So I went to the registrar's office and changed my major. I haven't told my parents yet because I know how they are going to react. I want to have a little time to enjoy my decision before I have to face the firing squad back home. So far everything has been working out perfectly and I was even been able to sign up for one class with Ben. It is going to be so much fun studying with him the way we did first semester. Noel is in one of the art classes I signed up for and although it is a little uncomfortable I'm hoping this will give us a chance to start talking and maybe become friends again. Keep your fingers crossed.

Well that's all my news for now. Send me a tape soon because I want to hear what you think about what I did. I miss talking to you. Love, Felicity

* * *

"Ben, what are you doing?" Felicity asked as Ben got up from the desk and threw himself on the bed.

"Aren't you ready for a break? We've been at this for almost 2 hours."

"But we're not half done with this chapter. We still have to cover the Akkadian Period."

"Did anyone ever tell you that you were a slave driver?"

Felicity got up and walked over to sit on the edge of the bed. "But we only have until Thursday to cover all of this material and I head Professor Bebak always gives a really hard first test."

Ben reached over and took hold of her arm pulling him down beside him. "You know I've got so many dead Egyptians floating around in my brain now that I'll never keep them straight. I think what we need is a little distraction to give all this stuff time to sink in," he mumbled. He buried his face in her neck and started nipping at the soft flesh.

"I think you are too easily distracted," she protested weakly as she moved closer to mold her body with his.

"Um, hummm," he murmured softly as he began sucking gently on her ear lobe.

Felicity ran her hands through his short hair with her eyes closed enjoying the feel of him next to her. A shiver ran through her as she felt his tongue dart into her ear. He straightened up and smiled as he moved to kiss her gently on the lips. His tongue began to move across her lips softly forcing her mouth open. He began to explore her tongue with his causing her to respond with a loud moan into his mouth. Her arms tightened around him and she began to react with all of the passion that was in her soul. Her hands started to move down his rib cage until she reached the bottom of his shirt. She began to tug at the shirt until he realized that she was pulling it up his back. He moved back and pulled the shirt over his head. Felicity looked up at him dreamily before she reached up and pulled him back to her and began kissing him passionately.

Ben slowly undid the buttons on her blouse and pushed it open. His hand began to roam over her neck and chest until he met with the smooth satin of her bra. He raised his head and looked into her eyes seeking permission to go further. Her small smile was the assent that he needed and he unclasped the bra releasing her small firm breasts to his eager touch. She began to move her hands down his back until she reached the waistband of his jeans. After a few moments she slid her hands underneath the jeans and boxers until she could feel the warm skin of his butt, which she grabbed firmly, pulling him closer to her. She could feel his arousal pressing against her thigh and she began to move her body against him. His breath quickened and he pulled back slightly so he could see her face. "Are you sure?" he asked huskily. She pulled him back into her arms as she whispered "Yes".

He began to place warm, wet kisses on her neck and shoulder while he reached down and opened the button of her jeans and slid down the zipper. His kisses slowly traveled downward past the valley between her breasts until he reached the top of the open jeans. He glanced up to see Felicity watching him through half-closed eyes. He straightened up, placed his hands under the top of her jeans and panties, and began to push them down while she raised her hips allowing the clothing to move down her legs and fall freely to the floor. He stood up and removed his jeans and boxers. Her eyes followed his every movement as he reached into the nightstand and took a condom out of the drawer and put it on. His breath caught in his throat when he turned and saw her lying there naked with her hair spread all around her like a halo. He sat on the bed and reached out to pull her into his arms. "God, you are so beautiful," he whispered and began kissing her hungrily. His kisses were met with equal passion. He laid her back on the bed and raised him self above her. He entered her and their bodies molded as if they were one. Her legs went instinctively around him and they began to move slowly in unison. She could feel the sweat on his back as she clung to him never wanting to let him go. Their breathing became rapid and erratic as their movements grew more rapid until Ben took them over the edge with one final thrust releasing an explosion of pure pleasure. They remained locked together until their breathing became easier. Finally Ben rolled over and pulled her into his arms. "Are you okay?" he whispered huskily.

Felicity snuggled deeper in his embrace before she answered quietly, "I've never been so happy in my life."

They lay quietly in each other arms basking in their happiness until Ben asked anxiously, "You're not going to go back to the dorm tonight are you?"

"Do you want me to stay?"

"Yes I don't want you to go. I want to wake up with you here tomorrow." When Ben noticed that Felicity had become very quiet he placed his fingers under her chin and raised her face to him. He became alarmed when he noticed that she had tears running down her cheeks. "Felicity, what's the matter?"

She shook her head vigorously. "No, no. Nothing's wrong. I'm just… I'm just… I can't even… It's like, like, all of my dreams have come true. It's scary and it's wonderful and… and…"

Ben pulled her back into his arms and whispered softly. "Shhhh. You don't have to say anything. I know exactly what you mean. Just go to sleep."

Felicity soon felt herself drifting off to sleep when she heard Ben whisper softly, "I love you." She smile and nestled closer to him. "I love you too," was the last thing she said before sleep overtook her.

* * *

Felicity opened her eyes slowly. It took her a few seconds to realize where she was. At first she thought it had all been a dream but then she looked over and saw Ben sleeping beside her and her heart soared as she realized that this was no dream. This was the person that she had loved for so long and now he said that he loved her too. A small frown crossed her face as she began to wonder if he would remember what he said last night before they went to sleep. Would he feel the same way this morning or would it all vanish? She looked over at Ben sleeping on his stomach with his arm under his head. She marveled at the way the light coming through the window accentuated the strong, smooth muscles of his back. She blushed inwardly when she noticed some thin red streaks on his shoulder where she must have scratched him last night.

Suddenly the shrill sound of the alarm brought her back to reality. Ben reached over and slammed his hand down on the clock stopping the alarm before he rose up on his arms to turn and look at her with a big grin on his face. "Hey," he murmured with sleep in his voice as he leaned over and kissed her on the cheek. Felicity smiled shyly and whispered, "Hey."

Ben rolled onto his back sliding his arm under Felicity's waist and pulling her into his embrace. They lay quietly both enjoying their closeness. "You know what I really missed when I was in Mexico?" Ben asked breaking the silence.

"What?" Felicity asked moving so she could see his face.

"Waking up and finding you next to me." Felicity looked at him in wonder. Ben gave her a shy grin. "I, I mean, I uh… I guess I just got use to having you there when we were on the trip" Ben stammered.

"You missed me?" she said in wonder. A wide smile crossed Felicity's face and she tightened her hold on him burying her face in his chest. Ben gave a huge sigh and planted a kiss on the top of her head.

"Last night uh, did, did you mean what you said?" Felicity asked in a timid voice.

"Hmm, I don't know. Uh, what exactly did I say," Ben teased.

Felicity became flustered as she tried to get the words out. "You said you loved me and I said it back and now I'm wondering if you meant it because I did," she finally said in a flurry of words.

Ben broke out with a loud laugh and began to plant kisses all over her face. "You never stop amazing me. I think that's one the things that I love most about you. You're able to say whatever is on your mind. I wish I could do that."

"I guess I'm just afraid that all of this is just too good to be true. I, I mean when you've held onto a dream like this for so long it's kinda hard to believe that your dream could actually be coming true."

Ben became very serious, "Listen. Listen to me. I never told anybody that I loved them before. Never! I never said it because I never meant it before but I mean it now. I love you. I don't want you to worry abut that."

A smile spread across Felicity's face and her eyes sparkled with happiness. "I love you," she answered as she moved up and kissed him. "And I've never been this happy." He hugged her tightly and the sun seemed to shine a little brighter for both of them.

* * *

Felicity smiled at her reflection in the bathroom mirror as she tied her hair back from her face. She examined her image closely to see if she looked any different. She was sure that the happiness she was feeling had to show for the whole world to see. She sighed deeply as the only thing she saw on her face was a silly grin. Suddenly she realized that she had been standing there daydreaming for too long and that if she did not hurry she was going to be late for class. She quickly finished getting dressed wondering if anyone would notice that she was wearing the same clothes as yesterday.

Felicity gathered up her purse and Ben's shirt which had worn into the bathroom and opened the door to find Julie standing there reaching for the knob. "Oh, hey," Felicity said in a startled voice.

Julie mumbled, "Hey" and stepped aside to let her pass avoiding her eyes.

"I didn't… When did you get back?" Felicity stammered.

"Late last night."

"How, how's your dad doing?"

"He's better."

"I'm glad to hear that. I mean that he's good enough for you to come back to school."

"Thanks," Julie said with a sigh as a look of impatience crossed her face.

"Yeah, well, um, I guess I better hurry up or I'll be late. Good to see you back," Felicity said as she started to walk down the short hallway.

"Hey," Julie called softly. Felicity turned to find her still standing in the bathroom doorway. "You know you'll never be able to hold onto him," she said before she entered the room and shut the door behind her.

Felicity stood frozen with her hand on the doorknob to Ben's room as Julie's words echo through her brain. She could feel the doubts and fears begin to creep back into her mind. Finally she shook her head and straightened her shoulders determined not to let Julie upset her but as she entered the room she could still hear those awful words "You'll never be able to hold onto him" and her euphoric mood had disappeared.

* * *

Everyone looked up as Felicity rushed into the classroom. Professor Sherman stopped talking to the class and turned to Felicity saying sarcastically, "Nice of you to finally decide to join us."

"Sorry," Felicity mumbled and looked around for an empty seat. She hesitated when she realized that the only available seat with next to Noel.

"Miss Porter, will you please be seated so the rest of the people who got here on time can get back to work?"

"Sorry," Felicity mumbled again as she hurried to the empty stool beside Noel and began to set up her work. She stole a glance at him and noticed that he was staring straight ahead with a scowl on his face. Heaving a small sigh, she tried to focus on the class material.

"As I was saying before I was interrupted, you will have two weeks to complete this project. The entire class will have a chance to judge your work and then I will critique it from my perspective. Art is subjective to each viewer and it is important for the artist to hear many different opinions and criticisms of their work. Well you will all be glad to hear that I'm going to dismiss class now because I have a very important meeting to attend. See you next week" Everyone started to gather their things when Professor Sherman suddenly called out, "Oh by the way I forgot to assign your partners for the project. Um, just, just pair up with the person on your left."

Felicity glanced over at Noel who looked very angry and was shaking his head 'no'. "Noel, I'm sorry but…"

"This is a nightmare," he interrupted.

"Maybe we can talk to Professor Sherman and ask her if we can switch partners. I'm sure if we explain the situation it wouldn't be a problem."

Noel just shrugged without speaking and gathered up his things. Together they approached the professor and tried to explain their situation. Before they could finish Professor Sherman stopped them. "Listen you two; this is college not high school. I don't have time for your adolescent romantic nonsense. I expect you to work this out as adults. Now I really have to go." Felicity and Noel stared after her as she got up and left the room.

The silence between them was deafening. Finally Noel broke the silence, "Okay if we have to do this, let's just do it and get it over with. When do you want to get together?"

"I'm working at Dean & Deluca tonight but I'm off tomorrow night."

"Okay, that works for me. Do you want to work at the apartment?"

"Sure that would be great. I mean I'm sharing a room with…."

"Fine. Then I'll see you tomorrow about 7:00," Noel interrupted as he turned and walked away not giving her a chance to answer.

Felicity stared after the retreating figure with a hundred thoughts and emotions whirling around in her brain. She was happy that she and Noel would at least have an opportunity to talk and work together again. But she wasn't sure what it would mean or if it would help to repair their friendship. And what would Ben say about her working so closely with Noel or would he even care? Finally she collected her things and walked out of the classroom wishing that things did not have to be so complicated.


	4. Chapter 4

Chapter 4

Ben quickened his pace as he spotted Felicity sitting on the stoop in front of the loft. "Hey. What are you doing here? Why didn't you wait upstairs?" he questioned as she stood up to meet him and he gave her a quick kiss.

"Hi. I figured you would be home soon and I thought maybe we could take a walk,"

"Sure. What's going on?" He took her hand and they began walking down the block.

"Nothing major. Uh, just something happened today and I, I uh, um, wanted to tell you about it. I mean you probably won't even care but uh..."

Ben stopped to look at her. "Hey, what's going on?" he asked again.

"It's nothing really just a little weird but I, I thought you should hear it from me." Ben waited for her to continue. "Remember when I told you that Noel was in one of my art classes and that things were really uncomfortable for both of us because he was still so mad at me?" Ben nodded his head as she continued. "Well it's going to be even more uncomfortable because we were assigned to work together on a major project."

"So, so you're going to be working with Noel?" Ben asked hesitantly.

"Yeah. It's a class in dynamic figure drawing and we are studying the human form. We have to work with a partner to do the assignments."

"What does Noel think about all this?"

"He was really upset but there was nothing he could do about it. We went to Professor Sherman and tried to get reassigned but she said no."

"So what does this mean? I mean, what do you guys have to do?"

"The first assignment is to draw a portrait of your partner without drawing their face. So I thought I'd draw his hands. I don't know what Noel plans to do."

Ben hesitated for several seconds before he smiled reassuringly at her. "Ya know, maybe this isn't such a bad thing. I know how upset you've been about the way things are between you and Noel and maybe this, this will help get you two talking again."

Felicity broke into a huge grin as she threw her arms around him and hugged him tightly. "I am so happy to hear you say that because I was thinking the same thing," she giggled. "And I think Noel inviting me over to the apartment to work is going to be the first step."

"So uh, then you're going to be working at Noel's place?" Ben asked quietly as they continued walking slowly around the block.

Felicity glanced over at him and smiled. "Yeah, you're not jealous are you?"

"No, of course not," he answered quickly. "I was just wondering."

"Well you don't ever have to wonder about me," she assured him in a firm voice and then added softly, "I love you."

Ben put his arm around her shoulder and pulled her close to him. "I love you too," he whispered as they continued walking down the street wrapped in each other's arms.

Ben and Felicity entered the loft to find Sean, Julie and Nicole in the middle of a heated discussion. "No, no more parties," Sean stated emphatically.

"Aw come on, Sean. Just think of how much fun it would be," Julie pleaded.

"A party means 150 drunken college kids and a trashed apartment. No thank you." Sean noticed that Ben and Felicity were standing in the doorway. "Hey. Help me. They are ganging up on me," he called to Ben.

"Hey. What's going on?" Ben asked as he walked across the room and threw his backpack on the counter. Felicity stood frozen in the doorway not knowing what to do. What was Nicole doing here and what was she doing here with Julie? Her thoughts flashed back to the day that Ben told her about Nicole kissing him and then coming over to the loft and taking off her clothes. Ben had insisted he was not interested in Nicole when he told her about what happened but as Felicity stood there, a twinge of doubt crossed her mind.

"These two are trying to get me to let them have some big blow out at the loft," Sean explained. "But after the mess with the Halloween party last year I swore never again."

"But Sean, this time we would be charging everyone $5. Think of the money you could make. Plus now you have me and Nicole to help with any clean up," Julie interrupted.

Nicole broke into a huge smile when she spotted Ben. "Oh hi, Ben," she purred as she moved toward him. "I haven't seen you since last spring. How have you been?"

"Fine," Ben mumbled as he walked toward the cooler trying to avoid her. "You want something to drink?" he asked over his shoulder to Felicity who was still standing close to the door. Nicole continued to follow closely behind him.

"Yeah, just water," Felicity murmured as she walked toward the cooler.

Ignoring Felicity Nicole leaned over the counter and smiled at Ben. "What did you do this summer?"

"We drove across country," Felicity said taking the water from Ben.

"Yeah we took a road trip and then I went to Mexico." Nicole paid no attention to Felicity and continued to focus on Ben.

"I was in Mexico too. I went with a couple of friends to Acapulco and had a blast," Nicole said excitedly. "Were you in Acapulco?"

"I went camping in El Veladero National Park but we did make it to Acapulco right before we came back home."

"Where did you stay?"

"It, it was just a cheap place on the beach called Boca Chica."

"Oh my god!" Nicole squealed. "I know the place you're talking about. We hung out around there all the time. Wouldn't that have been something if we were there at the same time and didn't even know it? What did you do while you were there?"

"Nothing much. Just went snorkeling and hung out on the beach."

"Did you go to any clubs? I think we hit them all. It was so much fun," Nicole bubbled.

"We only went to one club the night before we left for home. A place called El Alebrije."

"We went there all the time. Didn't you just love the music? I'll bet you're a great dancer," Nicole purred.

"No I don't... I don't really like to dance," Ben said shyly.

"That's too bad. I would love to have seen you moving on the dance floor. Wouldn't it have been great if we could have hooked up? We could have had so much fun," Nicole smiled seductively.

"Yeah, I guess," Ben mumbled glancing at Felicity who was listening intently to this exchange. "You uh... You ready to go study?"

Before Felicity had a chance to answer Julie, followed by Sean, walked over to the counter smiling broadly. "Good news. Sean said we can have the party here."

"I thought you said no more parties at the loft," Ben questioned.

"She wore me down," Sean said with a sheepish grin. "Plus we settled on $10 a person and that could turn a nice little profit."

"I think a party sounds like fun," Felicity said excitedly.

"Sure it will give you an excuse to buy another sweater," Julie snickered.

"Oh my God, you're that funny girl that wears those awful baggy sweaters," Nicole screamed pointing at Felicity. "I didn't recognize you."

When she heard Nicole's outburst, Julie began to laugh causing her to choke spraying soda across the counter. Felicity sat in stunned silence unable to respond. Ben glanced over at Sean who began wiping the counter and shaking his head. After several awkward seconds, Ben grabbed his backpack off the counter and headed toward his room. "Come on," he said to Felicity putting his hand gently on her shoulder as he passed her, "let's go study."

Felicity gathered up her things and followed Ben into his room. As she closed the door she heard Julie giggle, "Maybe she could dig out that bride of Frankenstein costume again. Now that would be a definite improvement."

Ben threw his backpack on the bed and turned to find Felicity leaning against the closed door looking like she was ready to cry. He walked over and took her into his arms. "Don't let Nicole bother you," he whispered as he held her tightly.

Felicity sighed deeply. "It's not Nicole. It's just... I just hate how things are between Julie and me. I just want... I don't think she's ever going to forgive me."

Ben wanted to say something encouraging but at this point, he was not sure that things were going to be okay. He still could not believe that Julie would deliberately hurt Felicity like that. He felt bad about the way things ended with Julie. He knew he hurt her but he hated to see her take her anger out on Felicity. He was so deep in thought that he did not realize that Felicity had pulled back a little and was looking up at him until he heard her say. "Are you okay?"

"Yeah. Yeah, I'm fine," he replied as he kissed her on the forehead and walked over to the bed to get his books out of the backpack.

"You don't look alright. I know you're as upset about this thing with Julie as I am but you have to live here and I don't want you to make it worse."

Ben sat down on the bed and shook his head. "I don't want to make it worse but this has gotta stop. It's my place too and I don't want my girlfriend to be ambushed every time she comes to see me just because Sean has a thing for Julie."

"What! What did you say?" Felicity asked in surprise. "What are you talking about?" Ben just smiled sheepishly. "Ben, tell me. Does Sean really like Julie? Did he tell you that?"

"Listen, I shouldn't have said anything. Just forget it."

"Come on, you have to tell me. Please," Felicity pleaded.

Ben had been so angry with Julie and Nicole but he had to smile when he saw Felicity's whole demeanor change as she began to focus on Sean and his obsession with Julie. "Hey, let's forget about them. I thought we came here to study."

"Ben, you can't say something like that and then just drop it," Felicity said with a pretend pout. "Why won't you tell me?"

Ben knew that Felicity wasn't going to let this go. "No, he hasn't really said anything but he's had a thing for Julie since last year."

"Oh my God," Felicity said sitting down on the bed. "Does Julie know? Did he ever talk to her?"

"I don't think Julie has a clue. Anyway all she has on her mind is pissing me off," Ben grumbled throwing himself backward on the bed and covering his eyes with his arm.

As Felicity looked at him, she had to smile. Although she felt bad for the frustration he was feeling about the whole situation they found themselves in, she couldn't help feeling a shiver of happiness that she was here with him. She lie down beside him and put her head on his chest. His arm went instinctively around her pulling her closer. They lay quietly in each other's arms with eyes closed as a feeling of peace seemed to enter the room. As the minutes passed Felicity thought Ben had fallen asleep until she heard him whisper, "It's amazing that no matter what is going on around us as long as you're here I feel like everything is going to be okay." She smiled softly and snuggled deeper into his embrace shutting out the world.

Elena opened the door to find Felicity standing there with her arms full of art supplies. "Hey, you're early. Noel said you wouldn't be here 'til seven,"

"I know. I wanted to get here a little early so maybe we could talk. Is Noel here?"

"No, he went to help someone pick out a computer but he should be back soon. Want something to drink?" Elena asked over her shoulder as she walked to the fridge and retrieved a soda.

"No thanks." Felicity put her things on the coffee table and sat down on the couch.

Elena sat down on the sofa with her legs drawn up beneath her. "So what do you wanna talk about? You ready to give up this art nonsense and come back to pre-med where you belong?"

Felicity smiled and shook her head. "No actually I just needed someone to talk to about this thing with Julie."

"What's going on?"

"I don't know. I, I knew it was going to be hard because I really hurt Julie but I thought, I thought maybe by now we would at least be talking to each other. You know maybe start to work things out."

"How is it going with her living at the loft?"

Felicity gave a deep sigh, "I don't know. It's all right I guess. Ben says not to worry about it."

"Well if it was me I wouldn't want my boyfriend's ex living in the same place with him."

"No, I trust Ben. That's not the problem."

"Well then what **is** the problem?"

"I don't know. I just can't... Maybe it's nothing but Julie has been hanging out with Nicole and it just makes me uncomfortable."

"Nicole? You mean that girl that goes with Ben's swim buddy?"

"Yeah, that's the one but Linn broke up with her."

"So what's the problem with Julie and her hanging out together?"

"Well last year when she was still going with Linn she started hitting on Ben and when Linn found out about it, they broke up."

"What do you mean "hit on Ben"? What did she do?"

"Ben told me she kissed him and one day even came to the loft and took her clothes off."

"WOW! This girls got balls," Elena gasped.

"So you can see why I'm a little freaked."

"You don't think Ben's interested, do you?"

"No, but, but, I just don't know why Julie is hanging around with her now. I mean, right after Julie and Ben broke up she was sure that Nicole was the reason and now she's her best friend. Don't you think that's a little weird?"

"Sure it's weird but as long as Ben's not falling for it I don't think you have anything to worry about."

"I know you're right but the whole thing really bothers me. And you should have heard them today. Julie talked Sean into having a big party at the loft and when I said I thought it sounded like fun, Julie and Nicole started to make fun of me."

"Make fun of you? How?"

"They were saying things like a party would just give me an excuse to buy another sweater and then Julie said something like the Bride of Frankenstein costume would be an improvement." As Felicity whined her complaints, Elena tried unsuccessfully to hold back a giggle. "It's not funny" Felicity blurted out when she noticed her friends amusement at her situation, which caused Elena to break out with a loud laugh.

Elena took a deep breath and tried to regain her composure. "I'm sorry but you gotta admit the whole thing is getting really childish."

"Well it might be childish to you but it isn't to me."

"I know and I'm sorry. I shouldn't have laughed but you gotta admit the whole thing is pretty funny. I mean, Julie and Nicole ganging up and teasing you like kids in a school yard and you falling for it."

"I know you're right but it just... It just really gets to me." Felicity leaned her head back on the sofa and closed her eyes. "To be... To be totally honest I think the reason it bothers me so much is that sometimes I think that they are right."

"What are you talking about? What are they right about?"

"I don't know. I just look at Julie and Nicole and they seem like they have it more together." Elena started to interrupt but Felicity continued, "I guess it just feels like I'm back in high school with them as the cool kids and me as the geek. And to be honest, I want to be one of the cool kids."

"That's stupid. Look, both of them went after Ben but who has him?"

"Maybe that's part of the problem. I keep asking myself why is he with me. Is he going to look at me one day and realize that he can do better? I mean look at Julie and Nicole. They're beautiful and they wear the right clothes and then there's me. I'm known as the girl with the frizzy hair who wears sweaters."

"So this whole thing isn't about Julie and Nicole or even Ben. It's about your personal insecurities left over from high school?" Felicity glanced quickly at Elena and then focused her gaze on her hands. Elena shook her head and sighed deeply. "I have to admit I know how you feel. I felt that way all through high school."

Felicity grinned at her friend. "Thanks for understanding. I just needed someone to talk to about this. It really helps to get it out sometime."

"You know you don't deserve my help after the way you deserted me with all this lab work," Elena said with a smirk. Before Felicity could protest Elena continued. "But I guess us geeks have to stick together. Okay, I'm willing to help."

"I'm sorry about the whole lab thing."

"Yeah, yeah. Well I guess the thing we have to do is turn you into Cinderella so you can go to that ball in style."

"What do you mean?"

Before Elena could answer the door opened and Noel entered accompanied by a cute blond. They were giggling and talking over each other obviously enjoying the exchange. It took Felicity a few seconds to realize that the blond was one of her advisees. Noel finally glanced over at Felicity and Elena. "Hey guys. Sorry I'm late but it took longer than I thought."

"That's okay," Felicity said smiling. "Hi, Ruby. I didn't know you and Noel were friends."

"Actually we just met today. I was having trouble deciding on a new computer and Meghan suggested your friend Noel might help me. He has been the best," Ruby gushed while Noel stood there grinning.

"I can't believe Meghan finally had a good idea," Felicity said in surprise.

"He's been amazing," Ruby sighed.

Noel blushed profusely and stammered, "Uh, um, I didn't do that much." Then he turned to Felicity, "Hey, uh, I know we have to get this project finished but I was uh, I was wondering if maybe we could do it another night.?"

"Yeah, sure. I guess we can work on it tomorrow,"Felicity stammered.

"Great. I really wanted to get Ruby's computer set up and download a few programs that will help her get started with her classes." Before Felicity could answer Noel headed for the door. "Okay I'll see you tomorrow night," he said over his should as he and Ruby hurried out the door.

"Okay, what was that?" Elena asked in amazement.

"I don't know but I like it," Felicity giggled.

"Well, that could take care of one of your problems. Now we have to get busy and take care of the other half."

"What do you have in mind?"

"Let's just say when Cinderella walks into that party Julie and Nicole are going to feel like the ugly stepsisters."


	5. Chapter 5

Chapter 5

As Felicity slowly walked the length of the hall to the loft, she was conscious of heads turning in her direction and the attention she was receiving. All day Elena had been telling her that this was the right thing to do but now that she was here, she was not so sure. The person walking down this familiar hallway was definitely not her. She felt that everything about her tonight was phony. From the makeup to the dress to the shoes Felicity felt it was another person walking into the party.

That morning Elena had taken her to Bloomindales and convinced her to take advantage of the free makeup makeover. The beautician had been so helpful that when Felicity found out she worked on commission she bought some expensive cream that she couldn't afford. Next they went to the resell it shop in the village where Elena picked out the tomato red dress, which definitely wasn't Felicity. Although she had to admit the silky feel of the slip dress felt so good next to her skin. She was very conscious of the way it clung to her and the impression she was creating as she walked through the door and found Sean at the makeshift desk.

"Wow, is that really you?" Sean exclaimed. Felicity just smiled shyly and nodded her head. "Wait until Ben gets a look at you. You look amazing. He better watch out or he might have some competition."

"Where is Ben?"

"He's around here some place. Go on in." Sean turned his attention to the crowd waiting to get into the party as Felicity began looking for Ben.

As Felicity moved through the crowd she could feel the stares and even heard a soft whistle. She finally spotted Ben sitting on the stairs to the upper level of the loft in an animated conversation with Nicole. Ben seemed to be describing something while Nicole hung on his every word. Felicity stood and watched for several seconds as Nicole laughed at something Ben said and then placed her hand possessively on his knee. As she moved toward them Ben glanced up and saw her. At first she was not sure he recognized her. His expression never changed as he stared at her. As she got closer he rose quickly and came forward to meet her. "Hey where ya been? I was getting worried."

"Sorry," Felicity murmured. "I was with Elena and it just took longer than I thought."

"That's okay. Do you want something to drink?"

"Yeah. I'll have a beer."

"Wait here and I'll be right back."

Felicity smiled as she watched him walk over to the keg. Suddenly she cringed as she heard Nicole at her elbow. "So I see you decided to try and play with the big girls. Not bad for a first try," she sneered. "But I have to warn you that you're out of your league." Felicity was unable to move as she watched Nicole slither away and join Julie on the other side of the room.

Felicity looked around the room frantically searching for Ben. She finally spotted him standing at the bar talking to a couple of guys while he was waiting his turn at the keg. She was trying to decide if she should go over and wait with him when she heard her name being called. Felicity saw Elena standing with Noel and Ruby motioning for her to join them. Felicity smiled as she hurried over to the group. "Boy I'm glad to see you guys here."

"Yeah, it looked like you were about to panic," Elena said sympathetically. "Nicole giving you a hard time."

"I don't know why I let her get to me like that."

"It's a hard habit to break. I know," Elena empathized. "Just forget about it and enjoy the buzz you are causing around the room with your hot new look."

"You look fabulous," Ruby exclaimed.

"Hey. You look great too," Felicity said smiling at Ruby and Noel. "Are you guys having a good time?"

"This is my first college party," Ruby bubbled. "I've been looking forward this ever since I got to school because they say people always remember their first college party." Felicity, Elena, and Noel exchanged glances and suddenly started laughing. "What's the joke," Ruby asked looking from one to the other.

"It's nothing really," Noel was finally able to sputter. "Just a little touch of deja vu," which caused everyone to start laughing again.

"Hey," Ben said softly as he walked up with two cups and handed one to Felicity.

"Thanks. I really needed this it is so hot in here," Felicity said taking a sip.

"Hi, Ben. I haven't seen you since school started. How's it going?" Elena asked with a smile.

"Things are good. How about you?"

"Things would be a lot better if my lab partner hadn't deserted me and left me with all of the work," Elena said half joking. "But I'm making it."

"Hey, it's a party. You're not supposed to make me feel guilty tonight," Felicity pouted.

"Okay, okay. I'll let you off the hook for one night but tomorrow all bets are off." Everyone laughed at the exchange. Felicity had to smile when she noticed that even Noel was laughing. It felt so good to be with her friends and not feel the awful tension of the past few weeks. She started to think that maybe things were going to work out.

Sean came over to the group and was ecstatic about how successful the party was going to be financially. As they were talking someone turned on the stereo and Sean immediately started gyrating to the music. He grabbed Elena and pulled her onto the dance floor. Noel and Ruby soon followed them. Felicity and Ben were standing at the edge of the dance floor watching when Sean danced over and pulled Felicity out onto the floor. Ben hesitated for several minutes watching his friends trying to decide if he should join them. He really didn't like to dance but the pull of the music and Felicity in that red dress made him overcome his shyness. Soon they were all dancing with abandon lost in the rhythm and energy of the music. When the song ended they stood around talking and laughing trying to catch their breath. Ben asked if anyone needed a drink and Noel volunteered to go with him to get their orders. Felicity was in heaven seeing the two walk across the room together.

The party was in full swing when Ben heard the first strains of "Fade Into You" coming from the stereo. He put down his glass and reached for Felicity's hand with a smile leading her onto the dance floor. Their bodies melded together as the swayed to the music. Felicity tightened her arms around his neck when she heard him whisper "You look amazing."

"Thanks but don't think I wore this for you," Felicity giggled.

"Oh really and who did you wear it for? Should I be jealous?"

"You never have to be jealous," Felicity said firmly. "I just wanted to prove to myself and a few other people that I wasn't still the shy, mousy girl that they laughed at in high school."

A shiver of delight went through Felicity as Ben pulled her closer and whispered huskily, "Trust me, in that dress no one is laughing, especially me. I'm having a hard time remembering that there are other people here. I can't wait until everyone leaves and I can show you how you in that dress is really affecting me." Felicity looked up and smiled happily. Ben leaned down and kissed her lightly on the lips. The kiss deepened as Felicity's grip around his neck tightened. It was like the rest of the room had disappeared. When the kiss ended they continued to remain wrapped in each other's arms lost in their own world.

Suddenly Sean's voice broke the spell. "Hey, buddy I hate to spoil things but I really need your help." He went on to explain that something happened to the beer tap and he needed someone to go to the liquor store for another one. "I wouldn't ask but people are getting restless. I'm afraid they are going to ask for their money back if I don't get the beer flowing again." Ben reluctantly agreed to go to the store. Felicity volunteered to go with him but Ben told her to stay and he would be right back.

After Ben left the loft Felicity looked around for her friends. She finally located Elena on the dance floor. Noel and Ruby were no where to be found. Felicity was watching the people at the party when a young man came over and asked her to dance. She said no thanks and told him that she was waiting for someone.

"Is it okay if I wait with you? I really don't know anyone here."

"Sure, I'm Felicity."

"Thanks. My name's Jim," he said holding out his hand. They talked for several minutes exchanging histories and comparing classes before Jim offered to get her a drink. When he returned he handed her a screwdriver and apologized because there was no beer Felicity told him about Ben going to get another tap. "So is this Ben your boyfriend?" Jim asked.

Felicity's face lit up as she shook her head yes. "He actually lives here at the loft."

When they finished their drinks Jim grabbed her hand and pulled her onto the dance floor. "Come on. One dance before your boyfriend gets back." Felicity giggled as she followed him. They were only on the dance floor for a few minutes when all of a sudden it seemed like the room was spinning and her vision became blurry. She felt like she was going to fall and reached for Jim to steady herself. She could hear him talking to her but her mind was so foggy that she couldn't make out what he was saying. And then nothing.

* * *

Ben entered the loft and looked around for Felicity. As soon as he spotted her he knew something was wrong. Some guy had his arm around her waist and seemed to be holding her up. Julie was crying and pleading with the guy. Ben ran over to Felicity. "What the hell's going on? What happened?" As he took Felicity in his arms she seemed like a rag doll. He picked her up and carried her to the sofa which had been pushed up against the back wall.

Julie was sobbing and babbling. "I didn't think she'd... I tried to stop... Oh my God."

As Sean pushed his way through the crowd that gathered around the couch he saw Ben leaning over Felicity. At first he thought she was unconscious but them he realized that she was mumbling incoherently. "What's the matter? Is she okay?"

"I don't know. She just...," Ben sputtered.

"Ben, I'm so sorry. I didn't think it would go this far," Julie sobbed. "I didn't think Nicole would..."

Ben jumped up and grabbed Julie by the shoulders shaking her hard. "What the hell are you talking about? What did you do?"

"No, no. I would never hurt Felicity. I just wanted to..." Julie cried.

Sean tried to get Julie out of Ben's grasp before he hurt her. "Ben. Ben, I know you're upset but take care of Felicity. I'll find out what happened." Ben held onto Julie for several seconds before he let her go. He dropped to his knees beside Felicity's outstretched figure. Elena was putting a damp cloth on Felicity's forehead.

"Is she going to be okay?" he asked hopefully.

Elena tried to calm his fears. "Yeah, I think she's going to be fine. Her pulse is strong and she seems like she can follow some directions. We just have to find out what she took."

Sean hurried over to where Elena and Ben were taking care of Felicity. "Julie told me that she thinks it was a Roofie. From what I can get out of her it seems like Nicole put this guy up to it. When she told Julie what was going on Julie freaked."

Ben jumped up and looked around for Nicole. "Where is she? Where is the guy? I'm going to kill them."

"Ben, listen. Listen to me. Both of them took off as soon as you got here. I've called the police and they'll take care of them." Ben looked at Sean with frustration and rage on his face.

Elena stood up and tried to calm Ben down. "Ben I think Felicity just needs to sleep this off. Why don't we get her to bed?"

Ben looked helplessly at Elena as he tried to get himself under control. He realized that what she was saying was the best thing for Felicity. Finally he took a deep breath. "Okay. You're right." He leaned over and slipped his arms under Felicity and lifted her off the sofa and carried her into his room with Elena following closely behind. When they got Felicity settled on the bed Elena told him to go and talk to the police with Sean and that she would take care of everything until he got back. Ben looked down at Felicity and hesitated not wanting to leave. Finally he leaned over and kissed her gently on the temple. "I'll be right back. It's going to be all right," he whispered. "I love you."

* * *

Felicity woke with a blinding headache. She tried staying very quiet to minimize the pain. She lie there trying to remember exactly what had happened the night before but everything was a blank. The way she felt, she decided that she must have had too much to drink. She hoped that she hadn't made a fool out of herself. Finally, she decided that she couldn't avoid getting up. Her mouth was dry and she had to go to the bathroom. As she rose up and swung her legs off the side of the bed a wave of nausea hit her and she lay back down.

Ben entered the room and quietly walked over to the bed. He smiled when he saw that Felicity was awake. "Hey. How are ya feelin'?"

"Don't ask. Between my head and my stomach I don't know which is worse."

"Can I get you something? How about some tea?"

"I'd love a cup of tea." Felicity took a deep breath before sitting up on the side of the bed. "But first what I really need is to go to the bathroom and brush my teeth."

Ben leaned down and gave her a quick kiss. "Okay. How about while you go to the bathroom I get you some tea and bring it back here?"

"That sounds great." Felicity looked down sheepishly. "Thanks for taking care of me last night. I didn't realize that I drank that much but it really hit me."

Ben put his arms around her and pulled her close. "I'm sorry. I shouldn't have left you alone."

Felicity pulled away and looked up. "It's not your fault I drank too much. I should have known better."

"Listen, why don't we talk about this when you get back?"

Felicity shook her head and mumbled "Okay but I still think you're amazing."

When Felicity returned to the bedroom she found Ben already there. "I brought you some toast too. I thought maybe it would help settle your stomach."

Felicity walked over and sat on the edge of the bed. "Thanks. This is just what I need."

Ben looked at her and noted the dark circles under her eyes. "Are you sure you're okay?"

Felicity smiled as she took a bite of the dry toast. "I feel a lot better than I did before. I bet I feel a lot better than I look."

Ben leaned over and kissed her gently. "You look great to me."

"Thanks for saying that but... I still can't believe how that hit me last night. You know it's funny but I don't even remember you coming back from the liquor store."

Ben took a deep breath. "Listen, uh... Listen none of this was your fault. That, that guy you were dancing with he drugged you." Felicity's hands flew up to her mouth and a look of panic was in her eyes as a small cry escaped her lips. Ben grabbed her hands and squeezed them. "Look its okay. We found out what he gave you and you just had to sleep it off. You're going to be okay."

"Ohmigod." Felicity stared off into space with tears running down her cheeks unable to speak.

Ben folded her into his arms rocking her back and forth. "Please don't cry. It's going to be okay." He held her close until she seemed to be a little calmer. Finally she inhaled deeply and straightened up.

"I just can't believe this is happening," she said in a raspy whisper. "Why would somebody do that? I don't understand."

Ben chewed on his bottom lip as he tried to hold back his anger. Finally he exploded. "That bitch Nicole! Nicole is the one who got that guy to give you the drug." All Felicity could do was stare at him in disbelief. He tried to get himself under control but as he told her what had happened and about Nicole's involvement the angrier he became. By the time he finished he was flushed and Felicity noticed that his hands were shaking slightly.

"I can't believe that Nicole would do something like that. I know she didn't..., didn't..., like me but this is...," Felicity stammered.

Ben got up and started pacing back and forth. "I feel if I don't do something about this I'm going to explode." Felicity wanted to do something to help him but her mind was frozen. She sat helpless as his voice became lower and more menacing. "If I ever see that bastard again I'll..." Before Ben could continue there was a light knock on the door. "Yeah?"

"It's, it's Julie. Uh, can, can I come in?"

Ben stomped across the room and jerked the door open. "Haven't you done enough? Why don't you just get the hell out of here?"

"Ben, please let me explain," Julie pleaded. "I have to talk to Felicity, please"

Felicity hurried over to the doorway. "Ben, what are you doing?"

"She says she didn't know what Nicole was up to but if she hadn't brought her around none of this would have happened," Ben snarled.

"I'm so sorry. I'm so sorry," Julie cried. "I never wanted you to get hurt. I didn't think Nicole would go that far. I just wanted... I just wanted you to feel as bad as I did."

Ben moved in front of Felicity. "Okay, you said what you had to say, now stay out of our lives."

Julie stood in the doorway looking from Felicity to Ben with tears streaming down her face. Finally she turned and started to walk away when Felicity suddenly pushed past Ben and ran into the hallway. "Wait! Wait!" Felicity grabbed Julie by the arm. "Don't go. Let's, let's talk."

"Why are you even listening to her?" Ben asked with disgust.

"Ben, I never meant for anything like this to happen. When I found out what Nicole had done I got sick to my stomach. All I could think about was Zach and what that did to me. I would never want that to happen to anybody else, especially Felicity," Julie turned to Felicity. "You have to believe me. Please, please."

Felicity threw her arms around Julie's shoulders. "I know. I know." The two girls hugged tightly both crying and talking at once. Ben stood back and watched with a skeptic look on his face. When Felicity looked over Julie's shoulder and saw his expression, she smiled lightly trying to reassure him. He could only give her a slight grin before turning and walking back into the bedroom.

Ben walked over and sat down on the bed. He could hear Felicity and Julie talking excitedly in the hallway but he couldn't make out everything they were saying. He had to smile when he heard Felicity laugh. He knew how excited and happy she was about renewing her friendship with Julie but he was having a hard time forgetting about all of the trouble that Julie had caused by bringing Nicole into their lives. When he thought about what could have happened he got a knot in his stomach and he felt like he was going to be sick.

"Hey, what are you thinking about so hard?" Ben looked up to see Felicity walking toward him with a big smile on her face.

Ben exhaled slowly and reached for Felicity pulling her onto his lap. "Come 'ere, come 'ere. I'm just thinking about everything that happened and how glad I am you're okay." Felicity hugged him tightly burying her face into his neck. He tightened his arms around her and rocked gently.

Felicity snuggled closer and nuzzled his neck. "Isn't it amazing how everything is working out?" When Ben didn't answer she pulled back slightly so she could look into his face. What's the matter? Why are you so quiet?"

Ben shrugged his shoulders and sighed. "Nothing. It's just, uh... It's just I don't want you to get hurt."

"What do you mean? I don't know what you're talking about. Who is going to hurt me?"

"I don't know. It's just you... You're so, so anxious to see the good in everything and everybody that I'm afraid that... I don't know maybe, maybe it's just me. Just forget about it." Ben took a deep breath and expelled it loudly.

Felicity was not about to let it go. "No, I want to know what you're worried about. Ben, if something is bothering you, you have to tell me."

"Look, I know you want all the trouble with Julie to be over with. I do to. But, but I think you should take it a little easy. I just don't want you to get your hopes up."

"But I'm sure she wants this as much as I do. I know things might not be exactly the way they were before, I mean not right away, but now we're talking and that's a start." Ben shook his head slightly and looked away. "Please don't worry. I know everything is going to work out for the best."

When Ben heard the hope and happiness in Felicity's voice he could only smile softly and pull her back into his arms. He prayed that she would not be disappointed and that he could always keep her safe.


End file.
